SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934 (Amendment No. )
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NORTHEAST UTILITIES
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The following slides were included in an employee forum at Northeast
Utilities on March 6, 2000:
SLIDE 1
BUSINESS SENSE 3
Con Ed - NU
Transition Team
Kevin Burke, Con Ed/O&R
Jack Keane, NU/Yankee Gas
SLIDE 2
Con Edison's Strategy
Grow our core distribution business
Grow our non-regulated businesses
Continue to operate our core businesses
at an unparalleled level
Continue to create shareholder value and
maintain our credibility with the
investment community
SLIDE 3 (Map of Northeastern States)
Regulated Businesses:
We Will Be The Northeast Powerhouse
Market Cap. $8.5 Billion
Total Assets $26 Billion
Electric Customers $5.0 Million
Gas Customers $1.4 Million
Northeast Utilities System and Yankee Gas in Conn.
Con Edison of New York
Orange and Rockland Utilities
SLIDE 4
Unregulated Businesses:
We have the same focus
Con Edison Northeast Utilities
Solutions Retail Marketing & Energy Services SELECT
Energy Wholesale Marketing HEC
Development Generation: Development, Ownership, Services NGC
NGS
Communications Telecommunications Mode 1/NEON
SLIDE 5
The Transition Team's Goals
Review operations and identify "best
practices"
Develop plans for combining the companies
Support the regulatory approval process and
timetable
Achieve at least $1.3 billion of synergies
SLIDE 6
Our schedule requires us to support
a mid-year merger closing
Kick-off and familiarization November
Understand the merger December
Review the current state January
Evaluate the opportunities February
Development options & associated costs March
Refine options, develop recommendations April
Develop an implementation plan May/June
SLIDE 7
Organizing Principles
Achieve efficiencies of operation
Maintain or improve existing service levels
Minimize disruption to employees
Maintain a balance of employment levels
Use technology solutions
SLIDE 8
Service Company Team
Joe Oates, Con Ed/O&R
Al Schindler, NU/Yankee Gas
SLIDE 9
Service Company
CEI becomes a registered holding company under
PUHCA
Service Company regulated by the SEC
Function located here if service provided to
multiple affiliates
Charges affiliates cost of providing service
Direct charge if possible
Allocation for indirect costs
SLIDE 10
Corporate Structure
Con Edison Inc.
Con Edison Co. Orange Northeast Service Unregulated
of and Utilities Company Companies
New York Rockland
CL&P
PSN&H
WMECO
Yankee Energy
SLIDE 11
Service Company Potential Approach
Con Edison Inc.
Con Edison Co. Orange Northeast Corporate Unregulated
of NY and Utilities Service Holding
Rockland Company Company
Provides certain
services to all
subsidiaries
Company A Company B Company C Competitive Business Service Co.
Service 1 Service 3 Service 5 Provides or
manages
Service 2 Service 4 Service 6 certain
services
for the
competitive
businesses
Competitive
Business in-source
certain services to
their company
SLIDE 12
Categorization of Functions
All
Functions
Screening Criteria
Enterprise Shared Business
Functions Services Group
Functions Functions
Service Company
SLIDE 13
Location of Functions
Functions located throughout the
geographic areas
Certain functions will be placed near
external parties
Other functions may be located anywhere
Functions placed where it is more
economical
SLIDE 14
Next Steps
SEC filing
Service Company structure
Continuing management review
Function categorization
working with other transition sub-teams
SLIDE 15
Human Resource Team
John de la Bastide, Con Ed/O&R
Jim Gavell, NU/ Yankee Gas
SLIDE 16
Human Resource Goals
Develop HR policies that:
will attract and retain a highly motivated and
knowledgeable workforce
Create processes that are strongly aligned with
the business groups
Are flexible enough to support the corporate
business strategy
Achieve savings
SLIDE 17
Human Resource Principles
Select the right person with the right
skills for the right job
Provide opportunities for continuous
improvement and learning
Minimize disruption to employees
Develop a common framework for
employee benefit administration
SLIDE 18
Human Resource Work in Progress
Analyze HR functions to identify best
practices
Review benefit plans/administrators
Develop pre-merger job posting
program
Provide support to merger Transition
Teams
SLIDE 19
Next Steps
Employee communication
Evaluate sub-team recommendations
Review recommendations through
challenge sessions
Develop HR integration plan
SLIDE 20
Making Sense of the Merger
Jeffrey R. Kotkin
Director - NU Investor Relations
SLIDE 21
Read the Proxy
This presentation is not meant to take the place of the proxy
statement which will be mailed to you this week. For a full
description of the terms of the merger, please refer to a copy
of the definitive Proxy Statement which currently is available
on the SEC Edgar Database at www.SEC.org.
SLIDE 22
Is This Merger Good for NU Shareholders?
You Decide.
What are the terms of the deal, including
the "collar?"
Where might NU be today without
this deal?
Why is Con Edison the best fit for our
shareholders?
SLIDE 23
Terms of the Merger Agreement
Con Edison has agreed to pay a base price of
$25 for each share of NU
NU shareholders may elect to receive either all
cash or all Con Edison stock in exchange for
their NU shares - however, the overall merger
consideration is fixed at 50% cash and 50%
stock
A "Supermajority" of NU shares must pass the
deal - that means 66 2/3% of NU's shares must
be voted in favor
Eight states and several federal agencies must
review the deal
SLIDE 24
What Affects the $25 Price?
Three Factors.
1.) The divestiture condition
2.) The timing of the closing
3.) The average price of Con Edison's stock
during half of the 40 days just prior to
closing, and potentially, the mix of cash
and stock you receive in payment
SLIDE 25
Factor #1
The Divestiture Condition
NU shareholders get an extra $1 per
share if the staff at the Connecticut DPUC
involved in the Millstone Station auction
endorses the winning bid.
NU must have this approval by
December 31, 2000 or the closing date of
the merger, whichever comes later
SLIDE 26
Factor #2
The Timing of the Closing
For each day past August 5 that the
merger does not close, the deal goes up
by 1/3 cent per day -- or about 10 cents
per month
This is a typical condition in mergers --
NU and Yankee Energy had such a
condition but the merger closed more
than a month before it went into effect
SLIDE 27
Factor #3
The Con Edison Share Price
The Pricing Period is 20 randomly selected trading days
during the 40 trading days prior to the closing
The "Collar" that has been established is for a Con Edison
share price between $36 and $46.
Between $36 and $46, NU shareholders receive the stated
value of the deal regardless of whether they receive
payment in cash or stock
The higher Con Edison trades within the collar, the fewer
the number of shares issued
Outside of the collar, cash remains fully valued but the
stock portion of the deal changes in value
SLIDE 28
How Does the Collar Work?
First, remember that the cash portion of
the deal is not impacted by the collar
Second, let's assume a $26 merger price
Third, let's assume consideration that is
50% stock and 50% cash
SLIDE 29
Let's Review the Case of an NU
Shareholder Who Has 100 Shares
Multiply 100 shares times the merger price:
100 shares x $26 = $2,600
Divide $2,600 in half:
$2,600/2 = $1,300
You will receive $1,300 in cash, which probably
will be subject to taxes
Now let's look at the stock portion of the deal
and the collar
SLIDE 30
Calculating the Stock Payment
Assume Con Edison is WITHIN the collar for
now, with an average price of $36
Divide the remaining $1,300 by the actual
average price of Con Edison to see how many
shares of Con Edison you will receive
$1,300/$36 = 36.1 shares
So you'll receive 36.1 shares with a market value
at closing of $1,300 and cash payment of $1,300
-- you receive your full $2,600.
$1,300 + $1,300 = $2,600
SLIDE 31
Now Assume Con Ed is
Below the Collar
Go back to our $1,300 number to calculate how
many shares you'll receive
The collar works by setting $36 as the lowest
value you can assign to Con Edison and by
setting $46 as the highest value you can assign
to determine your stock portion.
If Con Edison's average price comes out to be
$28, you still have to divide by $36
SLIDE 32
Here's the Math Below the Collar
Divide your $1,300 by $36 instead of the actual
value if Con Edison is below $36
$1,300/$36 = 36.1 shares
However, if you sold them that day these shares
only are worth $28 apiece.
36.1 shares x $28 = $1,011.11
So you'll receive $1,300 in cash and 36.1 shares
of Con Edison valued at $1,011.11 -- so the full
value of the deal looks like this
$1,300 + $1,011.11 = $2,311.11
SLIDE 33
So How Much Did That NU Shareholder
Get Per Share?
Divide your total consideration of $2,311.11 by
those original 100 NU shares:
$2,311.11/100 = $23.11 per share
Due to the impact of the collar the value of the
deal declined by about $2.89 per share
This works out to be about 36 cents for every
dollar Con Edison averages below
the collar
SLIDE 34
How Does Con Edison See This?
ConEd Cash in ConEd Value of Total in
Price Millions Shares in Shares Millions
Millions
$50 $1,716 37.3 $1,865 $3,581
$46 $1,716 37.3 $1,716 $3,432
$36 $1,716 47.7 $1,716 $3,432
$30 $1,716 47.7 $1,431 $3,146
$26 $1,716 47.7 $1,240 $2,956
SLIDE 35
Where Would We Be Today Without
This Merger Deal
Absent this deal, NU's share price probably would have
slumped along with the rest of the utility group, which is
off about 17% since the deal was announced.
Utilities trade at a multiple of their earnings per share,
currently about 9 x earnings per share
Analysts estimate we'll earn about $1.45 a share in
2000 before the restructuring settlement write off in
NH
Even if you add another $2-$3 per share for our NEON
investment, you won't get above $17 a share in
today's utility market
SLIDE 36
Here's What One Analyst Who
Recommends Our Stock Says:
"Absent the merger with Con Edison, we estimate NU's stock would trade
at about $15 per share....Utility stocks with estimated growth rates of 3-
6% are currently trading at an average 2001 P/E of 7-9x. We would expect
NU to trade in the middle of this range or an 8xP/E."
"As a stand alone stock, NU's positive attributes would be: strong
management, largely completed restructuring in all three states, stable
utility growth and additional growth from Select Energy and the YES
integration. [NEON] investment is also a positive for overall valuation."
"NU would likely not trade at a premium to the group because of the
estimated below average earnings growth of 4%, relatively small size and
inconsistent performance from Select in 1999."
Brian Nelson, Equity Analyst
Salomon Smith Barney
Current Recommendation on NU: ACCUMULATE
SLIDE 37
Here's What A Second Analyst
Has to Say:
"Since 5 days prior to its deal with Con Edison, NU's share price is up
5%. Over that same period, the average utility was down 17%. If NU
were trading at an average multiple compared to the group today, it
would be at $16 13/16. In fact, I would argue that NU would be trading
between 10 and 15% below that level due to the arbitrage associated with
the acquisition of YES, which just ended, and the upcoming rulings due
out of New Hampshire."
Dan Ford, Equity Analyst
ABN AMRO
Current Recommendation on NU: BUY
SLIDE 38
Why Is Con Edison the Best Fit for NU
Shareholders?
Extremely stable financially
Overriding focus on regulated electricity and gas delivery
business
Similar unregulated strategy:
Stay Regional
Focus on energy, energy related products and services
Telecom investment strategy
Own generation to support marketing
Access to millions of customers
Contiguous service territories
SLIDE 39 (Pie Chart)
Who Votes?
Shareholder Population as of 9/30/99
Institutional - 50%
Index Funds and
Smaller Institutions - 10%
Employees* - 7%
Retail & Other - 33%
* Another 4% is held in the Employee Stock Ownership Plan for future
distribution.
SLIDE 40
How Do Employees Vote?
On shares owned through the 401(k) and
PAYSOP/TRAESOP, Fidelity will send you a
proxy
On shares owned through the ESPP, Salomon
Smith Barney will send a proxy
On shares registered with NU, the company will
send a proxy
On shares owned through your broker, your
broker will send a proxy
VOTE EACH PROXY YOU RECEIVE!
SLIDE 41
Business Sense 3
Questions
The following information was distributed to all management level employees
of Northeast Utilities on March 7, 2000:
Date: March 7, 2000
To: Leadership Team
From: Mike Morris
Subject: Communicating with your staff about our merger with Con Edison
When we announced our merger with Con Edison four months ago, I gave my
commitment to our employees that they would be kept informed in a timely
fashion of events related to the merger. I am asking for your support to
help make this happen.
Our employees are wondering how the NU and Con Edison companies will combine.
The Transition Team is sensitive to this uncertainty, and is on a fast track
to provide the answers. Please assure your staff that we will keep them
informed as issues are reviewed and resolved. There is much work ahead of
us, and maintaining open lines of communication across the NU system is of
primary importance.
To ensure your readiness to discuss merger-related issues, the attached Con
Edison/NU merger proxy statement extract and Briefing Sheets have been
prepared for your immediate use.
The extract contains the following verbatim excerpts from the Securities and
Exchange Commission-authorized Joint Proxy Statement:
1. Shareholder Letter;
2. Notice of Special Meeting;
3. Questions and Answers about the merger;
4. Summary.
The Briefing Sheets address the following topics:
1. Joint Growth Opportunities - Competitive Businesses;
2. Core Business Similarities;
3. Company History Correlation;
4. Service Territories and Customers;
5. Infrastructure;
6. Mission and Core Value Similarities.
After reviewing them, you will see how closely our business interests,
strategy and customer focus align with Con Edison's.
Review the materials today. Then, starting within the next few days, engage
your staff in face-to-face dialogue and provide them with copies of the
documents. In addition to these materials, I urge you and your reports to
read the entire proxy statement.
Clearly, the shareholder vote on our merger with Con Edison is a personal
choice. However, your staff will naturally look to you and other members of
the Leadership Team for feedback on the issues. As a member of the NU
management team you have a very important part to play in helping us to
achieve a favorable vote. We'll provide you with a wealth of information in
support of achieving that objective, and we're relying on you to help us "get
out the vote." It's important that employees know that abstaining is the
same as voting "no," and that they have to vote every proxy card they get
(some will get more than one).
On April 14 there will be a special shareholder meeting at the Hartford Civic
Center to vote on the merger. Starting today, your personal support and the
efforts of the Merger Transition Team will broaden our employees'
understanding of the merger process; how well our two companies fit together,
and how this merger will benefit our customers, employees and shareholders.
JOINT PROXY STATEMENT SHAREHOLDER INFORMATION
Joint Proxy Statement
Shareholder Letter
February 29, 2000
MERGER PROPOSED-YOUR VOTE IS VERY IMPORTANT
Dear Shareholders:
The Board of Directors of Consolidated Edison, Inc. and the Board of
Trustees of Northeast Utilities have approved a merger that will create a new
holding company, New Con Edison, to hold what today are their independent
businesses. The Boards of both companies believe that the combined entity
will have the size, resources and large customer base that will be critical
to achieving competitive investor returns in the future.
Upon completion of the merger, New Con Edison will own all of the assets
of Con Edison and Northeast will be a wholly owned subsidiary of New Con
Edison.
If the merger is completed, Con Edison shareholders will receive one
share of New Con Edison common stock for each Con Edison common share.
Northeast shareholders will receive payment for each Northeast common
share, calculated from a base amount of $25.00 for each Northeast common
share, in either cash or New Con Edison common stock, depending on their
election and upon allocation and proration procedures specified in the merger
agreement. As more fully described in the joint proxy statement/prospectus,
that base amount will be adjusted upward by $1.00 per share if Northeast
enters into agreements, on or prior to December 31, 2000, to sell its
interests in the Millstone nuclear station and $.0034 per share per day for
every day after August 5, 2000 through the day prior to the closing of the
merger. As is also more fully described in the joint proxy
statement/prospectus, the value of any stock consideration to be received by
Northeast shareholders may be less than or greater than $25.00 depending upon
Con Edison's share price. See "Summary-General-What You Will Receive in the
Merger-Northeast Shareholders" and "Risk Factors-Fluctuation in Trading Price
of Con Edison Common Shares Could Result in Stock Consideration That May Be
Less Than or Greater Than $25.00."
Each of us will hold a special meeting of our shareholders to consider
and vote on this proposal. Whether or not you plan to attend your company's
special meeting, please take the time to vote by following the instructions
on your proxy card.
The places, dates and times of the special meetings are as follows:
For Con Edison shareholders: For Northeast shareholders:
4 Irving Place Hartford Civic Center
19th Floor One Civic Center Plaza
New York, New York 10003 Hartford, Connecticut 06103
April 14, 2000, 2:00 p.m., local time April 14, 2000, 2:00 p.m., local time
We enthusiastically support this combination of our companies and join with
our Boards in recommending that you vote FOR the approval and adoption of the
merger agreement.
Sincerely, Sincerely,
/s/Eugene R. McGrath /s/Michael G. Morris
Eugene R. McGrath Michael G. Morris
Chairman, President and Chairman, President and
Chief Executive Officer Chief Executive Officer
Consolidated Edison, Inc. Northeast Utilities
For a discussion of risk factors which you should consider in evaluating
the merger, see "Risk Factors Relating to the Merger" beginning on page 14.
Up to 268,854,640 shares of New Con Edison common stock, par value $.10,
may be issued in connection with the merger. The New Con Edison common stock
will be listed on the New York Stock Exchange.
Neither the Securities and Exchange Commission nor any state securities
regulator has approved or disapproved the merger and other transactions
described in this joint proxy statement/prospectus or the New Con Edison
common stock to be issued in connection with the merger, or determined if
this joint proxy statement/prospectus is accurate or adequate. Any
representation to the contrary is a criminal offense.
This joint proxy statement/prospectus is dated February 29, 2000, and is
first being mailed to shareholders on or about March 3, 2000.
Joint Proxy Statement
Notice of Special Meeting
NORTHEAST UTILITIES
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 14, 2000
To the Shareholders of Northeast Utilities:
We will hold a special meeting of the shareholders of Northeast
Utilities ("Northeast") on Friday, April 14, 2000, at 2:00 p.m., local time,
at the Hartford Civic Center, One Civic Center Plaza, Hartford, Connecticut
06103, for the following purpose:
To consider and vote upon two separate but related proposals providing
for:
Proposal One: Approval of amendments to the Northeast Declaration of
Trust dated as of January 15, 1927, as amended. The amendments would
specifically authorize Northeast to consummate a merger with one or more
domestic limited liability companies in accordance with Chapter 182 of
the Massachusetts General laws upon the affirmative vote of two-thirds
of the shares of Northeast outstanding and entitled to vote at a meeting
of Northeast shareholders. The amendments would also allow the number of
trustees from and after the consummation of any such merger to be fixed
by the merger agreement.
Proposal Two: Approval of the merger of N Acquisition LLC, a
Massachusetts limited liability company and indirect wholly owned
subsidiary of Con Edison into Northeast.
We will transact no other business at the special meeting, except for
business properly brought before the special meeting or any adjournment or
postponement of the meeting.
Only holders of record of Northeast common shares at the close of
business on February 22, 2000, the record date for the special meeting, are
entitled to notice of, and to vote at, the special meeting and any
adjournments or postponements of it.
We cannot amend the declaration of trust unless the holders of at least
two-thirds of the outstanding Northeast common shares approve the trust
agreement amendments. We cannot complete the merger described above unless
the holders of at least two-thirds of the outstanding Northeast common shares
approve the merger and the trust agreement amendments are approved.
For more information about the merger described above and the other
transactions contemplated by the merger agreement, please review the
accompanying joint proxy statement/prospectus, the merger agreement attached
to it as Annex A and the trust agreement amendments attached as Exhibit C to
the merger agreement.
Whether or not you plan to attend the special meeting, please complete,
sign and date the enclosed proxy and return it promptly in the enclosed
postage-paid envelope.
Please do not send any share certificates at this time.
By Order of the Board of Trustees,
/s/Cheryl W. Grise'
Cheryl W. Grise'
Senior Vice President, Secretary and
General Counsel
Berlin, Connecticut
February 29, 2000
Joint Proxy Statement
Proxy Statement Q&A
QUESTIONS AND ANSWERS ABOUT THE MERGER
Q: When and where are the shareholders meetings?
A: The Con Edison shareholders meeting will take place on April 14, 2000, in
New York, New York. The Northeast shareholders meeting will take place on
April 14, 2000, in Hartford, Connecticut. The addresses of the meetings are
listed on pages 22 and 24, respectively.
Q: What will happen in the proposed transaction?
A: As a result of the merger, Con Edison will merge with and into New Con
Edison, with New Con Edison surviving the merger. An indirect wholly owned
subsidiary of Con Edison will merge with and into Northeast with Northeast
surviving the merger and becoming a direct wholly owned subsidiary of New Con
Edison.
Q: What will I receive for my shares?
A: As a result of the merger, each Con Edison shareholder will receive one
share of New Con Edison common stock for each Con Edison common share that he
or she holds.
Northeast shareholders will receive payment for each Northeast common share,
calculated from a base amount of $25.00, in either cash or New Con Edison
common stock, depending on their election and upon allocation and proration
procedures specified in the merger agreement. "Summary-General-What You Will
Receive in the Merger-Northeast Shareholders."
Q: How and when can I make my election?
A: Shortly before the merger, written instructions will be sent to Northeast
shareholders for making their elections for cash or New Con Edison common
stock.
Q: Will Northeast shareholders receive the specific amount of cash and stock
that they elect to receive?
A: Not necessarily. Elections for stock consideration or cash consideration
will each be subject to allocation and proration procedures. See "The Merger
Agreement-Allocation and Proration."
Q: What happens to my future dividends?
A: Con Edison and Northeast do not anticipate making any changes to their
dividend policies prior to the consummation of the merger; however, the Con
Edison and Northeast Boards will continue to evaluate their respective
dividend policies in light of business, financial and regulatory
considerations. The most recent quarterly dividend declared by Con Edison was
$.545 per share payable on March 15, 2000. The most recent quarterly dividend
declared by Northeast was $.100 per share payable on March 31, 2000.
We expect that, after the merger, New Con Edison will continue the existing
dividend policy of Con Edison at the time of the merger. The payment of
dividends by New Con Edison, however, will be subject to approval and
declaration by the New Con Edison Board of Directors, and will depend on a
variety of factors, including business, financial and regulatory
considerations.
Q: What are my federal tax consequences as a result of the merger?
A: The merger will be tax-free to holders of Con Edison common shares and
Northeast common shares for U.S. federal income tax purposes, except for cash
(or certain contingent rights to receive an additional $1.00 of cash related
to the divestiture condition) received in exchange for Northeast common
shares.
Q: What do I need to do now?
A: After carefully reading and considering the information contained in this
joint proxy statement/prospectus, please complete and sign your proxy and
return it in the enclosed postage-paid envelope as soon as possible so that
your shares may be represented at your special meeting. Con Edison
shareholders also have the option to vote by telephone or computer. If voting
by telephone or computer, dial the toll-free number or access the Internet
address indicated on your proxy. You will be prompted to enter the control
number printed on your proxy and to follow the subsequent simple directions
that will be provided.
If you sign, date and send your proxy and do not indicate how you want to
vote, we will count your proxy as a vote for the approval of the proposals.
Q: What do I do if I want to change my vote?
A: Send a later-dated, signed proxy card to your company's Secretary, submit
a later vote by telephone or computer as described above (if you are a Con
Edison shareholder), or attend your meeting in person and vote. You may also
revoke your proxy card by sending a notice of revocation to your company's
Secretary at the address under "The Summary-The Companies" on page 11. You
may change your vote by using any one of these methods regardless of the
procedure used to cast your previous vote.
Q: If my broker holds my shares in "street name," will my broker vote my
shares?
A: If you do not provide your broker with instructions on how to vote your
"street name" shares, your broker will not be permitted to vote them on the
merger proposals. You should therefore be sure to provide your broker with
instructions on how to vote your shares. Shareholders should check the voting
form used by their brokers to see if they offer telephone or computer voting.
If you do not give voting instructions to your broker, you will not be
counted as voting for purposes of the merger vote unless you appear and vote
in person at your special meeting. If your broker holds your shares and you
attend the meeting, please bring a letter from your broker identifying you as
the beneficial owner of the shares and authorizing you to vote.
Q: What will happen if I abstain from voting or fail to vote?
A: An abstention or failure to vote will have the same effect as a vote
against the proposals.
Q: Should I send in my share certificates now?
A: No. If the merger is completed, we will send Northeast shareholders
written instructions for exchanging their share certificates. Con Edison
shareholders will not be required to exchange their Con Edison share
certificates as a result of the merger.
Q: What vote is required to approve and adopt the merger and the trust
agreement amendments?
A: For Con Edison shareholders, the affirmative vote of at least a majority
of the shares outstanding and entitled to vote as of the Con Edison record
date is required to approve and adopt the merger agreement.
For Northeast shareholders, the affirmative vote of at least two-thirds of
the shares outstanding and entitled to vote as of the Northeast record date
is required to approve the trust agreement amendments. In order to complete
the merger, the trust agreement amendments must be approved and at least two-
thirds of the Northeast shares outstanding and entitled to vote as of the
Northeast record date must approve the merger.
Q: Who else must approve the merger?
A: In addition to the approval of the Con Edison and Northeast shareholders,
the merger agreement requires that the parties obtain the approval of state
and federal regulatory agencies before the merger can be completed. See
"Regulatory Matters."
Q: When do you expect to complete the merger?
A: We are working as quickly as possible and expect to complete the merger
within 5 to 14 months from the date of this joint proxy statement/prospectus.
Q: Do I have dissenters' or appraisal rights?
A: No. Neither the holders of Con Edison common shares nor the holders of
Northeast common shares will have dissenters' or appraisal rights under New
York or Massachusetts law as a result of the merger.
Q: Who can help answer my questions?
A: If you have any questions about the merger or if you need additional
copies of this joint proxy statement/prospectus or the enclosed proxy card,
you should contact:
Con Edison Shareholders: Northeast Shareholders:
Morrow & Co. Proxy Information Unit
445 Park Avenue, 5th Floor Northeast Utilities
New York, New York 10022 P.O. Box 5006
Telephone: (800) 566-9061 Hartford, Connecticut 06102-5006
Telephone: (800) 794-1104
Consolidated Edison, Inc.
c/o The Bank of New York Investor
Relations Department
Church Street Station
New York, New York 10286-1258
Telephone: (800) 522-5522
Q: Where can I find more information about the companies?
A: You can find more information about Con Edison and Northeast from various
sources described under "Where You Can Find More Information" on page 117 of
this joint proxy statement/prospectus.
Q: How important is my vote?
A: Since the merger agreement cannot be consummated without the affirmative
vote of a majority of the Con Edison shareholders, and since the merger
agreement and the trust agreement amendments cannot be consummated without
the affirmative vote of two-thirds of the Northeast shareholders, every
shareholder vote is important. An abstention or failure to vote will have the
same effect as a vote against the proposals.
Joint Proxy Statement
Summary
SUMMARY
This summary highlights selected information from this joint proxy
statement/prospectus and may not contain all of the information that is
important to you. To understand the merger fully and for a more complete
description of the legal terms of the merger, you should read carefully this
entire joint proxy statement/prospectus and the other documents to which we
have referred you. See ``Where You Can Find More Information'' on page 117.
We have included page references parenthetically to direct you to a more
complete description of the topics presented in this summary.
General
What You Will Receive in the Merger
Con Edison Shareholders (page 79)
In the merger, each Con Edison common share will automatically be
converted into one share of New Con Edison common stock. Con Edison
shareholders will not be required to exchange their Con Edison share
certificates as a result of the merger. Accordingly, Con Edison shareholders
should not send in their Con Edison share certificates.
Northeast Shareholders (page 79)
In the merger, Northeast shareholders may elect to receive, for each
Northeast common share, a fraction of a share of New Con Edison common stock
equal to a numerator of $25.00 divided by the weighted average trading price
of Con Edison common shares over 20 trading days randomly selected from the
40 trading days ending five trading days prior to the closing of the merger.
However, the Con Edison share price used to calculate the fraction will not
be less than $36.00 nor greater than $46.00. Also, $1.00 will be added to
the numerator if, on or prior to the closing of the merger, Northeast's
subsidiaries enter into binding agreements to sell their interests in the
Millstone nuclear station. The sale agreements must be approved or
recommended for approval by the Connecticut utility regulatory agency (the
"divestiture condition"). In addition, $.0034 will be added to the numerator
for each day after August 5, 2000 through the day prior to the closing of the
merger.
In the alternative, holders of Northeast common shares may elect to
receive, for each Northeast common share, cash consideration equal to $25.00
per Northeast common share. An additional $1.00 per share will be payable if,
on or prior to the closing of the merger, Northeast satisfies the divestiture
condition and an additional $.0034 per share will be payable for every day
after August 5, 2000 through the day prior to the closing of the merger.
If the merger closes on or prior to December 31, 2000, and the
divestiture condition has not been satisfied but thereafter and on or prior
to December 31, 2000, Northeast satisfies the divestiture condition, then
each Northeast shareholder (whether the shareholder elected stock or cash
consideration) will be entitled to $1.00 per converted Northeast common share
to be paid in cash by New Con Edison. For example, if the merger closed on
October 15, 2000 prior to the satisfaction of the divestiture condition and
thereafter on December 15, 2000 the divestiture condition was satisfied, the
Northeast shareholders would be entitled to the additional consideration. In
no event where the merger closes on or prior to December 31, 2000 will
Northeast shareholders be entitled to this additional consideration if the
divestiture condition has not been satisfied on or prior to December 31,
2000. The additional consideration will be paid where the merger closes after
December 31, 2000, and the divestiture condition is satisfied prior to the
closing.
Elections for stock consideration or cash consideration will each be
subject to allocation and proration procedures. Pursuant to the allocation
and proration procedures, 50% of the Northeast shares eligible to receive the
merger consideration will be converted into the right to receive the cash
consideration and the remaining shares will be converted into New Con Edison
common stock.
Regardless of their election, Northeast shareholders will not
necessarily know the value of their merger consideration at the time of
election because whether the divestiture condition has been satisfied might
not be known and the timing of closing will not be known. Moreover, for those
shareholders electing stock consideration, the exchange ratio for the New Con
Edison common stock will not have been determined and, once determined, the
value of New Con Edison common stock will remain subject to fluctuation. See
"Risk Factors-Fluctuations in Trading Price of Con Edison Common Shares Could
Result in Stock Consideration That May Be Less Than or Greater Than $25.00."
The election forms that are mailed to Northeast shareholders will
provide an update of the status of the divestiture condition and repeat for
shareholders the manner in which the merger consideration is calculated.
Northeast shareholders should not send in their Northeast share certificates
until instructed to do so.
BRIEFING #1
Con Edison/NU Merger Briefing Sheet
Joint Growth Opportunities
Two companies with a shared focus in the unregulated
energy and telecommunications marketplace
NORTHEAST UTILITIES
Retail marketing & energy services
Select Energy
HEC
Yankee Energy Services Company
Yankee Energy Financial Services Company
CONSOLIDATED EDISON SOLUTIONS
Retail marketing & energy services
NORTHEAST UTILITIES
Wholesale marketing
Select Energy
CONSOLIDATED EDISON
Wholesale marketing
Consolidated Edison Energy
Consolidated Edison Solutions
NORTHEAST UTILITIES
Generation, development, ownership, services
Northeast Generation Company
Northeast Generation Services Company
CONSOLIDATED EDISON
Generation, development, ownership, services
Consolidated Edison Development
Consolidated Edison Energy
NORTHEAST UTILITIES
Telecommunications
Mode 1
CONSOLIDATED EDISON
Telecommunications
Consolidated Edison Communications
NORTHEAST UTILITIES
Credit & Collections
R.M. Services, Inc.
CONSOLIDATED EDISON
Credit & Collections
Con Edison/NU Merger Briefing Sheet
Joint Growth Opportunities
RETAIL MARKETING AND ENERGY SERVICES
SELECT ENERGY - Retail portfolio includes energy supply (electricity, natural
gas and other fuels), energy services, energy products and equipment, and
energy information resources. The company manages a network of affiliate and
partnership resources to deliver customized energy solutions for customer
savings.
HEC - HEC Inc., our energy engineering and design affiliate, posted the
highest sales and profit results in its history in 1999. HEC serves
industrial, commercial, municipal and institutional customers such as
hospitals, universities, schools and government facilities.
Yankee Energy Services Company (YESCo) - Provides a wide range of energy-
related services for its customers including comprehensive building
automation with engineering, installation, and maintenance of building
control systems; comprehensive heating, ventilating and air conditioning
(HVAC); and boiler and refrigeration equipment services and installation.
Yankee Energy Financial Services Company - Provides a full range of
commercial and industrial equipment and home improvement financing options
through the Energy Key and Hometown Energy Loan programs.
CONSOLIDATED EDISON SOLUTIONS - One of the leading energy service providers
in the Northeast, providing electricity, natural gas, energy consulting,
energy information services, installation of energy management systems and
project financing to commercial, governmental and residential customers.
WHOLESALE MARKETING
SELECT ENERGY - The wholesale marketing and trading group procures, markets,
manages and schedules electricity and natural gas. It also provides
transmission services and manages and markets the output of Northfield
Mountain (1,120 MW pumped storage and 59 MW run of river hydro) and Holyoke
Water Power Company's Mt. Tom Station (147 MW coal-fired).
CONSOLIDATED EDISON ENERGY - Offers customized energy, capacity and risk
management services to wholesale electric customers in New England, the Mid-
Atlantic states and the Midwest. Helps wholesale customers lower costs and
manage the risks associated with electric demand and price volatility.
CONSOLIDATED EDISON SOLUTIONS - One of the leading energy service providers
in the Northeast, providing electricity, natural gas, energy consulting,
energy information services, installation of energy management systems and
project financing to commercial, governmental and residential customers.
Con Edison/NU Merger Briefing Sheet
Joint Growth Opportunities
GENERATION, DEVELOPMENT, OWNERSHIP, SERVICES
NORTHEAST GENERATION CO. - Formed in 1999 to acquire non-nuclear generation
assets, our Northeast Generation Company (NGC) subsidiary purchased 1,329 MW
of hydroelectric and pumped storage generating assets through CL&P's and
WMECO's auctions. These assets include our Northfield Mountain hydroelectric
facility, which will have its power output marketed by Select Energy.
NORTHEAST GENERATION SERVICES CO. - Also formed in 1999, Northeast
Generation Services Company (NGS) provides a full range of industrial and
consulting services to large industrial and power generation customers.
Currently, NGS has contracts to manage and operate stations including the
hydroelectric facilities purchased by NGC in the CL&P auction, and the
fossil fueled and hydroelectric assets of the Holyoke Water Power Company
(HWP).
CONSOLIDATED EDISON DEVELOPMENT - Acquires and/or develops generating assets
in the Northeast, including independent power, transmission and distribution
systems.
CONSOLIDATED EDISON ENERGY - Offers customized energy, capacity and risk
management services to wholesale electric customers in New England, the Mid-
Atlantic states and the Midwest. Helps wholesale customers lower costs and
manage the risks associated with electric demand and price volatility.
TELECOMMUNICATIONS
MODE 1 COMMUNICATIONS - Through our Mode 1 Communications subsidiary, NU
leverages its assets to capitalize on the explosive growth in demand for
high-speed, high-capacity digital telecommunication. Mode 1 has two
principal investments: a 26% share in NorthEast Optic Network, Inc. (NEON)
and a 28-mile fiber ring in downtown Hartford, Connecticut.
CONSOLIDATED EDISON COMMUNICATIONS - Building a new fiber-optic network and
offering wholesale voice and data transport to established and emerging
retail telecommunications providers. Has agreed to acquire 10 percent of
(NEON).
CREDIT AND COLLECTIONS
R.M. SERVICES, INC. - Provides collection services for companies throughout
the United States.
BRIEFING # 2
Con Edison/NU Merger Briefing Sheet
Core Business Similarities
Northeast Utilities
The NU system operates regulated electric and natural gas
utilities and competitive power marketing and energy services
companies and is headquartered in Berlin, Connecticut. It is
New England's largest utility, serving more than 1.7 million
electric customers and 185,000 gas customers. NU sub-
sidiaries operate 6,151 MW of generation and 46,429 MMcf
of natural gas. Prior to divestiture activities, NU operated
over 8,600 MW. In a series of sales, NRG Energy, Inc. of
Minneapolis purchased 2,235 MW of Connecticut fossil
generation and NU's unregulated subsidiary NGC bought
1,329 MW of hydro and pumped-storage generation in
Connecticut and Western Massachusetts. Additionally,
Consolidated Edison Energy, Inc., Con Edison's unregulated
subsidiary, purchased 290 MW of fossil and hydro generation
in Western Massachusetts. In a separate transaction, the
output of the 1,670 MW representing NU's CL&P and
WMECO entitlements in Millstone 2 and 3 and Seabrook
Station were sold to six companies for a period of two years,
including Consolidated Edison Energy, Inc. and NU's
unregulated subsidiary Select Energy.
The NU system has approximately $10 billion in assets and
$4 billion in revenue. It employs approximately 9,500
people with approximately 6,800 in Connecticut; 2,100
in New Hampshire; and 600 in Massachusetts.
Regulated Subsidiaries
Holyoke Water Power Company
North Atlantic Energy Corporation
Public Service Company of New Hampshire
The Connecticut Light & Power Company
Western Massachusetts Electric Company
Yankee Gas Services Company
Unregulated Subsidiaries
HEC, Inc.
Mode 1 Communications, Inc.
Northeast Generation Company
Northeast Generation Services Company
NU Enterprises, Inc.
R.M. Services, Inc.
Select Energy, Inc.
Select Energy Contracting, Inc.
Yankee Energy Financial Services
Yankee Energy Services Company
CONSOLIDATED EDISON
Consolidated Edison of New York, Inc. is a regulated
utility headquartered in New York City. Con Edison
generates, transmits and delivers electricity and delivers
natural gas to over 3 million customers in New York City
and Westchester County. It also supplies steam to about
2000 commercial and residential buildings in Manhattan.
Con Edison has $15 billion in assets and $7 billion in revenue.
It employs approximately 13,000 people in New York City and
Westchester County.
Also, Orange and Rockland Utilities, part of the Con Edison
family, employs approximately 970 people working in
Orange and Rockland counties of New York, Bergen
and Passaic counties of New Jersey, and Pike County,
Pennsylvania.
Regulated Subsidiaries
Consolidated Edison Company of New York, Inc.
Orange and Rockland Utilities, Inc.
Unregulated Subsidiaries
Consolidated Edison Communications
Consolidated Edison Development
Consolidated Edison Energy
Consolidated Edison Solutions
Northeast Utilities
Service Company Subsidiaries
North Atlantic Energy Services Corporation
Northeast Nuclear Energy Company
Northeast Utilities Service Company
Realty Subsidiaries
NorConn Properties, Inc.
Properties, Inc. (New Hampshire)
The Quinnehtuck Company (Massachusetts)
The Rocky River Realty Company (Connecticut)
BRIEFING # 3
Con Edison/NU Merger Briefing Sheet
Company History Correlation
Northeast Utilities
Mission Statement: To become the leading regional provider
of energy products and services and one of the top five energy
marketers in the Northeast.
History: Northeast Utilities (NU) is New England's largest
utility system, providing one-third of the electric supply in the
region and natural gas to 185,000 customers in Connecticut.
Started as Hartford Electric Light Company in 1881, NU was
formed in 1966 as a result of the affiliation of The Connecticut
Light and Power Company, Western Massachusetts Electric
Company and Hartford Electric Light Company. Public
Service of New Hampshire joined in 1992. Yankee Energy
System, Inc. joined in 2000.
Customer Base and Generation: The 1.75 million electric
customers served on the NU system include 1.12 million
customers in Connecticut (about 75% of the state),
approximately 430,000 customers in New Hampshire
(about 75% of the state) and nearly 200,000 customers in
Massachusetts (about 6 percent). The 185,000 natural gas
customers are located in 69 cities and towns across Connecticut.
NU subsidiaries operate 6,151 MW of generation in New
England, including more than 3,000 MW at the Seabrook and
the Millstone 3 and 2 nuclear power plants. Prior to divestiture
activities, NU operated over 8,600 MW. In a series of sales,
NRG Energy, Inc. of Minneapolis purchased 2,235 MW of
Connecticut fossil generation and NU's unregulated subsidiary
NGC bought 1,329 MW of hydro and pumped-storage
generation in Connecticut and Western Massachusetts.
Additionally, Consolidated Edison Energy, Inc., Con Edison's
unregulated subsidiary, purchased 290 MW of fossil and hydro
generation in Western Massachusetts. In a separate transaction,
the output of the 1,670 MW representing NU's CL&P and
WMECO entitlements in Millstone 2 and 3 and Seabrook
Station were sold to six companies for a period of two years,
including Consolidated Edison Energy, Inc. and NU's subsidiary
Select Energy.
Recent Accomplishments:
Bonds upgraded to investment grade
Dividend restored
Restart of Millstone 2 and 3
Completed acquisition of Yankee Energy System, Inc.
Generation asset sales
Consolidated Edison of New York, Inc.
Mission Statement: To provide energy services to our customers
safely, reliably and efficiently; to provide a workplace that allows
employees to reach their full potential; to provide a fair return to
our investors; and to improve the quality of life in the communities
we serve.
History: One of the nation's largest investor-owned energy
companies evolving from a company founded by Thomas Edison
that began supplying electricity to New York City in 1882. Its gas
business dates back to a gas lighting company founded in 1823.
Customer Base and Generation: Provides electricity and delivers
natural gas to over 3 million customers in New York City and
Westchester County, a service area of more than 13 million people. Supplies
steam to about 2000 commercial and industrial buildings
in Manhattan.
Also provides service to over 250,000 electric customers and over
100,000 natural gas customers in southeastern New York State and
sections of northern New Jersey and northern Pennsylvania through
the recent acquisition of Orange and Rockland Utilities.
Recent Accomplishments:
Strong balance sheet maintained
Completed acquisition of Orange and Rockland Utilities
Sale of electric generating facilities
BRIEFING # 4
Con Edison/NU Merger Briefing Sheet
The Customers We Serve
Northeast Utilities
Service Territory
Total - 11,335 square miles (407 communities in Connecticut, Massachusetts
and New Hampshire; includes city of Holyoke, Massachusetts, served by Holyoke
Water Power).
CL&P 4,400 square miles
(149 communities in CT)
WMECO 1,490 square miles
(59 communities in MA)
PSNH 5,445 square miles
(198 communities in NH)
Yankee Gas 1,995 square miles
(69 communities in CT)
Customers
CL&P - 1.12 million
HWP - 32
PSNH - 430,000
WMECO - 200,000
Yankee Gas - 185,000
Total - 1,935,032
Consolidated Edison of New York, Inc.
Service Territory
Total - 660 square miles. Electricity to all of New York City (except the
Rockaway Penninsula in Queens) and most of Westchester County and Staten
Island.
Gas to Manhattan, the Bronx, northern Queens and most of Westchester.
Steam from the Battery to 96th Street, Manhattan.
Orange and Rockland Utilities and its two utility subsidiaries, Rockland
Electric Company and Pike County Light & Power Company, serve a population of
roughly 685,000 in seven counties and 96 communities in New York, northern
New Jersey and northeastern Pennsylvania across an area of
1,250 square miles.
Customers
Con Edison Electric - 3.03 million
Con Edison Gas - 1,040,410
Con Edison Steam - 2,000
Orange & Rockland Electric - 250,000
Orange & Rockland Gas - 116,698
Total - 4,439,108
BRIEFING # 5
Con Edison/NU Merger Briefing Sheet
By the Numbers
Electric
NU
Service Territory: 11,335 Sq. miles
Customers: 1.75 Million
Underground Cable: 8,000 miles
Overhead Wire: 32,800 miles
Underground Transformers: 77,505
Overhead Transformers: 402,835
Con Edison/Orange & Rockland
Service Territory: 2,010 Sq. miles
Customers: 3.28 Million
Underground Cable: 91,000 miles
Overhead Wire: 50,000 miles
Underground Transformers: 34,000
Overhead Transformers: 52,000
Totals
13,345 Sq. Miles
Service Territory
5.03 Million Customers
99,000 Miles
Underground Cable
82,800 Miles
Overhead Wire
111,505
Underground Transformers
454,835
Overhead Transformers
Gas
NU/Yankee Gas
Customers: 185,000
Service Territory: 1,995 Sq. miles
Mains and Services(1): 4,750 miles
Propane Plants(2): 5
Con Edison/Orange & Rockland
Customers: 1,157,108
Service Territory: 1,085 Sq. miles
Mains and Services(1): 476,052 miles
Propane Plants(2): 3
Liquid Natural Gas Plant(3): 1
Totals
Customers 1,342,108
Service Territory 3,080
Mains and Services 480,802
Propane Plants 8
Liquid Natural Gas Plant(3) 1
1 Gas mains transport natural gas through underground pipes and deliver it
to
the services. Gas services connect the gas main to residences and
businesses.
2 Propane plants store propane for use during periods of peak demand when
the
addition of propane to the natural gas enables a distribution company to meet
customer demand.
3 The Liquid Natural Gas (LNG) plant stores LNG for use during periods of
peak demand.
(for additional information on natural gas, see the web sites for the
American
Gas Association at www.AGA.org and the New England Gas Association at
www.NEGA.com)
BRIEFING # 6
Con Edison/NU Merger Briefing Sheet
Mission and Core Value Similarities
Mission
Northeast Utilities
To become the leading regional provider of energy products and services and
one of the major energy traders in the Northeast.
Consolidated Edison
To provide energy services to our customers safely, reliably and efficiently;
to provide a workplace that allows employees to realize their full potential;
to provide a fair return to our investors; and to improve the quality of life
in the communities we serve.
Core Values
Northeast Utilities
HIGHEST ETHICAL STANDARDS maintained in all facets of business operations.
The criteria by which we are measured include doing what is right - every
time. This means:
operating safely and responsibly;
trusting one another;
communicating openly and honestly;
demonstrating respect and care for every individual;
being environmentally and socially responsible; and
committing to a diverse work force.
SUPERIOR CUSTOMER SERVICE is the motto by which we live. Our customer
interaction should embody the principles of being:
friendly and courteous;
resourceful;
responsive to their needs; and
highly dependable.
PROVIDE A STIMULATING WORKPLACE which respects:
innovative thinking;
entrepreneurial skills;
teamwork;
accountability;
continuous performance improvement; and balance between work and personal
life.
Consolidated Edison
SERVICE: We will provide the best possible energy service. We will never
forget that what we do, and the way we do it, vitally affects the millions of
New Yorkers who depend on our service.
HONESTY: We will conduct our business with honesty and integrity and
communicate openly.
CONCERN: We will show concern for the welfare of our customers, our fellow
employees and the men and women who invest their savings in our company. We
will protect the environment in which we live.
COURTESY: We will be courteous to our customers, to each other and to all
those whose lives we touch.
EXCELLENCE: We will strive for excellence in all that we do. We will never
be satisfied with less than the highest standards of performance.
TEAMWORK: We will work together in harmony as a team, combining our best
thinking and efforts to make our company the finest utility in the nation.
The following information will be included in a March 8, 2000 Special Edition
of NU Today, a bulletin posted to all employees of Northeast Utilities:
3/8/00 - 11 a.m.
NU Today - Special Edition
SEC authorizes joint proxy statement for Con Edison/NU merger; proxy
materials en-route
On March 1 the Securities and Exchange Commission (SEC) declared the Con
Edison/NU merger joint proxy statement effective. With this regulatory
approval, we're moving closer to combining our strengths with Con Edison's
strengths and becoming one of the largest electric distribution utilities in
the nation.
Our next step involves shareholder approval.
All shareholders - employees, other individual owners and institutions
(banks, pension and mutual funds, etc.) - will soon receive a copy of the
proxy statement which describes the terms of the merger. You can expect to
receive your personal copy of the 234-page document at home within the next
few days.
The proxy statement provides a detailed look at the merger highlighting its
benefits: our improved strategic position, increased distribution assets and
customer base, greater financial strength, and potential expansion
opportunities. You will have 40 days to review the information and decide
how to cast your vote.
A special shareholder meeting is scheduled for April 14 at the Hartford Civic
Center. Shareholders may vote their proxy at any time up until that meeting.
However, since the proxy statement is quite extensive and contains extremely
detailed information, you should begin reviewing it as soon as possible.
There are two items in the proxy statement requiring your vote. First, you
are asked to vote on whether or not to allow NU to amend its declaration of
trust to allow a merger with another company. This item must pass in order
for the 2nd item to pass. The second item you need to vote on is the actual
merger with Con Edison. A proxy voting card accompanies the proxy statement.
After marking your votes, your proxy card must be returned before the April
14th meeting. Remember, not voting is counted as a "no" vote, and the merger
must be approved by a two-thirds majority of all shareholders to pass.
Therefore, we urge all employee shareholders - a group which collectively
controls seven percent of NU's stock - to vote "YES!"
If you own shares in several different places (i.e. 401K, Employee Stock
Purchase Plan, and perhaps through your own private brokerage account), you
will receive a proxy statement and voting card for each of those accounts.
IT IS CRITICAL THAT YOU VOTE EVERY PROXY YOU RECEIVE.
As you read the proxy you'll see how our merger with Con Edison goes well
beyond protecting the 100-plus year investment that employees and
shareholders have made in the NU system. Combined, we'll serve over 6.4
million customers, continue to expand our already strong presence in eight
states, and focus on the increasing opportunities across the 11-state
Northeast region to pursue unregulated business success.
We are in the enviable position of sharing the largest distribution system in
both the New York and New England power pools, and we can anticipate the
opportunity to continue the time-honored responsibilities of serving our
customers and adding value as one of the United States' largest electric
distribution utility.
The attached documents provide additional information regarding our merger
with Consolidated Edison.
In the weeks ahead, we'll be providing you with information and answers to
Frequently Asked Questions on the issues, Transition Team updates and more.
For assistance with proxy voting and merger related questions please contact:
Your management
Shareholder Services at Berlin extension 4801 or 1-800-794-1104
The Con Edison/NU Merger Information Line at 1-800-558-5947
Corporate Communications at Berlin extension 3256
More information also can be found through the NUnet by reading the Con
Edison/NU Merger News on the Employee Information Board
The vote on our merger with Con Edison is a personal choice, and one which we
hope every employee shareholder sees as an exceptional opportunity to promote
our collective success in the energy marketplace. With NU and Con Edison
working as one, just imagine the possibilities for employees, shareholders
and customers!
The following message, beginning on March 8, 2000, will be recorded on The
Con Edison/NU Merger Information Line at 1-800-558-5947:
#800 Update - week of March 6
On March 1st, the Securities and Exchange Commission declared the Con
Edison/NU joint proxy statement effective. With this regulatory approval,
we're moving closer to combining our strengths with Con Edison and becoming
one of the largest electric distribution utilities in the United States with
over 6.4 million electric and gas customers.
Our next step involves shareholder approval. Every proxy card must be voted
for your shares to be represented. Not voting is counted as a no vote, so
please be sure to vote every proxy you receive. You will receive one each
for the shares you own in - the 401K, the employee stock purchase plan,
directly through NU or through your private stockbroker. So vote each card
you receive.
Currently, the Proxy statement, including the proxy card, is in the mail to
all Con Edison and NU shareholders and all shareholders can expect to receive
their copy this week. NU shareholders will be voting on two items - to allow
NU to amend its declaration of trust to allow a merger with another company.
This item must pass for the second to pass. The second voting item is the
actual merger with Con Edison. Please be sure to return your proxy card
prior to April 14th, the date of both Con Edison's and NU's Special
Shareholder Meetings.
The full Proxy statement was posted on NU's Intranet at 5 p.m., Monday March
6.
For NU employees, your Leadership Team has received verbatim excerpts from
the proxy statement - along with six Briefing Sheets - which highlight how
closely our business interests, strategy and customer focus align with Con
Edison's. Your leadership team and others are available to answer your
questions.
NU Shareholder Services is now staffing an 800 number for you to ensure you
receive all the information and answers you need. Their number is 1-800-794-
1104.
